The Share Capital can be issued in any major currency. The usual minimum issued is 1 HKD and the usual authorised is 10,000 HKD.
The new Companies Ordinance abolished the par value concept, under the old Companies Ordinance, companies’ shares have a par value (nominal value), representing the minimum price at which such shares can generally be issued. The new act adopts a system of no-par value for shares which applies to all shares of Hong Kong incorporated companies.
Classes of Shares Permitted: Ordinary shares, preference shares, redeemable shares and shares with or without voting rights, subject to the articles of Association.
Bearer shares are not permitted.
Only one director is required, but at least 1 natural person and there are no restrictions on nationality and there is no requirement for board meetings to be held in Hong Kong.
Only one shareholder is required and shareholder meetings do not have to take place in Hong Kong. Nominee shareholders are allowed and anonymity can be achieved by the use of our nominee shareholder service.
The Companies Amendment Ordinance 2018, requires all companies incorporated in Hong Kong to maintain up-to-date beneficial ownership information, by way of keeping a Significant Controllers Register.
Hong Kong Company Chop/Seal:
A corporate seal, called a “company chop” in Hong Kong is mandatory for Hong Kong companies.
Hong Kong is a unique location for the incorporation of companies and for international business since its tax system is based on source and not on residence. As long as a Hong Kong company does not conduct any business in Hong Kong, and does not generate any income from Hong Kong-based sources, the company will not be taxable in Hong Kong.
For a year of assessment commencing on or after 1 April 2018, profits tax is chargeable for a corporation:
|Assessable Profits ||Tax Rates |
|First HK$2,000,000 ||8.25% |
|Beyond HK$2,000,000 ||16.5% |
Each year, the company must submit an annual return. The Companies Registry is increasingly vigilant in relation to annual return submissions, and penalties apply for late filings.
A Hong Kong company must have a Company Secretary who can either be an individual or a limited company. If the secretary is an individual, they must be a resident in Hong Kong. If the secretary is a company, then its registered office must be in Hong Kong.
Double Taxation Agreements:
- Hong Kong has entered into Comprehensive Double Taxation Agreements / Arrangement (DTAs) with a number of jurisdictions. DTAs are also referred to as tax treaties. They prevent double taxation and fiscal evasion, and foster cooperation between Hong Kong and other international tax administrations by enforcing their respective tax laws.
- Hong Kong has comprehensive double tax agreements with Asian and European countries.
- The Hong Kong Inland Revenue Department allows a deduction for foreign tax paid on a turnover basis in respect of income which is also subject to tax in Hong Kong.